Shanghai Junshi Biosciences : VOLUNTARY ANNOUNCEMENT - PROPOSED APPLICATION FOR DELISTING OF DOMESTIC SHARES FROM NEEQ FOR FACILITATING THE PLAN FOR PROPOSED LISTING ON THE STAR MARKET

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SHANGHAI JUNSHI BIOSCIENCES CO., LTD.*

上 海 君 實 生 物 醫 藥 科 技 股 份 有 限 公 司

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock code: 1877)

VOLUNTARY ANNOUNCEMENT- PROPOSED APPLICATION

FOR DELISTING OF DOMESTIC SHARES FROM NEEQ FOR FACILITATING THE PLAN FOR PROPOSED LISTING ON THE STAR MARKET

This announcement is made by Shanghai Junshi Biosciences Co., Ltd.* (上海君實生物醫藥科技股 份有限公司) (the "Company") on a voluntary basis.

BACKGROUND

Reference is made to the Company's application of initial public offering and listing of its A Shares on the STAR Market of the Shanghai Stock Exchange (the "Proposed STAR Market Listing"). As disclosed in the supplemental circular of the Company dated 27 May 2019, as part of the whole plan for the Proposed STAR Market Listing, application will be made for the delisting of the existing domestic shares (the "Domestic Shares") from the National Equities Exchange and Quotations ("NEEQ") when considered appropriate by the Company upon the application for the Proposed STAR Market Listing having been approved by the Listing Committee of the STAR Market of the Shanghai Stock Exchange, and the Domestic Shares will be converted into A shares (the "A Shares") of the Company upon completion of the Proposed STAR Market Listing. Pursuant to the approval granted by the shareholders at general meeting of the Company held on

17 June 2019, the board ("Board") of directors ("Directors") of the Company is authorized to handle matters in connection with the Proposed STAR Market Listing, including the suspension of share transfer, formulation and implementation of protective measures for dissenting shareholders and making an application for delisting from the NEEQ.

In this relation, the Board has resolved on 21 November 2019 to endorse the proposed application to NEEQ for delisting of Domestic Shares after fulfilment of condition. An extraordinary general meeting of the Company will be convened to consider and, if thought fit, approve, (among other things), the proposal.

Details of the proposal are summarized as follows:

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APPLICATION FOR DELISTING OF DOMESTIC SHARES FROM THE NEEQ AFTER FULFILMENT OF CONDITION

The Board has resolved on 21 November 2019 that in order to facilitate the Company's plan for the Proposed STAR Market Listing, the Company intends to apply to the NEEQ for the delisting of Domestic Shares from the NEEQ (the "NEEQ Delisting") when considered appropriate by the Company upon the application for the Proposed STAR Market Listing having been approved by the Listing Committee of the STAR Market of the Shanghai Stock Exchange.

Details of the NEEQ Delisting, including the date of the NEEQ Delisting, will be subject to approval by the NEEQ.

P R O P O S E D P R O T E C T I V E M E A S U R E S F O R D I S S E N T I N G D O M E S T I C SHAREHOLDERS

As one of the requirements of the NEEQ Delisting, the Company proposes to implement the following protective measures ("Protective Measures") to protect the potential dissenting holders of Domestic Shares ("Dissenting Domestic Shareholders") by way of share repurchase from the Dissenting Domestic Shareholders:

1. Target of Repurchase
   The eligible target of repurchase (or vendor) must satisfy all the following conditions:
2. 1. Holders of Domestic Shares ("Domestic Shareholders") who are registered holders on the shareholding record date (the "Record Date") for convening the 2020 First Extraordinary General Meeting of the Company (the "EGM");
   2. Domestic Shareholders who have not attended the EGM or who have attended the EGM but did not vote in favour of all of the relevant resolutions in relation to the NEEQ Delisting;
   3. Domestic Shareholders who have requested the repurchase of their shares by serving a notice in writing on the Company within the application period for repurchase (for further details, please refer to paragraph headed "IV Application Period for Repurchase" below);
   4. Domestic Shareholders who have not acted in a manner harmful to the interests of the Company;
   5. There is no litigation, arbitration or enforcement action, and on-going cases pending for conclusion, brought against the Company on grounds in connection with share repurchase; and
   6. The shares of the Company held are not restricted from trading freely such as being pledged or subject to judicial freezing.

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Domestic Shareholders who have satisfied all of the above conditions may submit an application to the Company requesting for share repurchase after the relevant resolutions on NEEQ Delisting have been approved at the EGM in accordance with the procedures set out in paragraph headed "IV Application Period for Repurchase" below, and the number of shares to be repurchased shall be the number of Domestic Shares held as at the Record Date.

Qualified Dissenting Domestic Shareholders who have satisfied the above conditions shall be determined after the relevant resolutions on the NEEQ Delisting have been approved at the EGM.

1. Entity to Repurchase
   The entity to repurchase may be the Company (by way of repurchasing Domestic Shares of the Company) and/or registered Domestic Shareholder(s) as at the Record Date (by way of purchasing Domestic Shares) designated by the Company. The actual entity conducting the repurchase shall be determined by the Board or its authorized person(s) based on the actual circumstances after the resolutions regarding the NEEQ Delisting having been approved at the EGM.
   The timing of share repurchase to be determined by the entity to repurchase and the target of repurchase and the procedures for repurchase shall comply with the requirements of the relevant rules of the Shanghai Stock Exchange and the China Securities Regulatory Commission relating to the review of listing on the STAR Market, the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited, the Code on Share Buy-backs, the Code on Takeovers and Mergers, and other applicable requirements relating to securities.

The Company will make further confirmation on the relevant arrangements following the end of the application period for repurchase according to the circumstances of Dissenting Domestic Shareholders.

1. Repurchase Price
   The entity to repurchase will commence negotiations to determine the repurchase price with the Dissenting Domestic Shareholders after the relevant resolutions on the NEEQ Delisting have been approved by the EGM and after the Company having received the written application as mentioned in paragraph headed "IV Application Period for Repurchase" below from the Dissenting Domestic Shareholders. If the entity to repurchase is a registered Domestic Shareholder(s) at the Record Date designated by the Company, the Company will provide active coordination between such shareholder(s) intending to repurchase shares from Dissenting Domestic Shareholders and the Dissenting Domestic Shareholders to facilitate further negotiations.
   The repurchase price will be mainly determined and confirmed based on the cost of acquiring such portion of shares by the Dissenting Domestic Shareholders (if the cost of acquiring such shares has obviously deviated from market price, the repurchase price and basis of determination shall be determined by agreement between both parties), the specific price and method of repurchase shall be confirmed through negotiations with the Dissenting Domestic Shareholders by then, and the repurchase price will be adjusted accordingly if ex-right or ex-dividend events have occurred during the shareholding period of Dissenting Domestic Shareholders.

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IV. Application Period for Repurchase

The valid period of application for repurchase for Dissenting Domestic Shareholders shall be within 5 working days from the date when the relevant resolutions on the NEEQ Delisting have been considered and approved by the EGM and the relevant announcement has been published (the time of acknowledgement of receipt by the Company upon courier delivery shall prevail). Within the application period, Dissenting Domestic Shareholders shall submit written applications, and send emails at the same time, to the Company (email address: [e-mail], subject of the email should clearly state "name of shareholder + application materials for repurchase").

The application materials for repurchase shall contain the necessary information, including the name of the Dissenting Domestic Shareholder, a photocopy of the valid identity document, the securities account number, the number of shares, the statement of transactions of acquiring such portion of shares, and contact method of the Dissenting Domestic Shareholder for effective communication. The Company will begin to pursue active negotiations with the relevant Dissenting Domestic Shareholders or actively organize negotiations between the registered Domestic Shareholder(s) as at the Record Date designated by the Company and the relevant Dissenting Domestic Shareholders after having received the above application materials for repurchase to determine the method of repurchase and the repurchase price.

Any Dissenting Domestic Shareholder who fails to submit its application materials within the aforesaid valid period shall be deemed to have consented to continue holding such shares of the Company, the Company and/or the registered Domestic Shareholders as at the Record Date as designated by the Company shall cease to undertake the obligation of repurchasing the aforesaid shares.

1. Dispute Resolution Mechanism

Any dispute arising from or in connection with the Protective Measures for Dissenting Domestic Shareholders shall be resolved by amicable negotiations between the parties; if negotiations are unsuccessful, the parties shall have the right to initiate a legal action in a people's court of the place where the Company is domiciled.

VI. Special Reminder and Contact Method

As the Protective Measures for Dissenting Domestic Shareholders are subject to certain time restrictions, Dissenting Domestic Shareholders may contact the Company for matters in relation to the repurchase within the valid period of application for repurchase, the contact method is as follows:

Contact Person:	Chen Yingge and Wang Zhengyu
Telephone number:	021-22500300-1153
Fax number:	021-8016-4691
Email address:	[e-mail]
Address:	13th Floor, Building 2, Nos. 36, 58 Haiqu Road, China
	(Shanghai) Pilot Free Trade Zone

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The above proposed Protective Measures only apply to holders of Domestic Shares, and are not applicable to holders of H shares of the Company.

The actual impact of the shareholding structure of the Company and the mode of implementation of the Protective Measures will be determined after the actual number of Dissenting Domestic Shareholders having been finalized. In the event that, based on the actual number of Dissenting Domestic Shareholders, the Protective Measures may give rise to any implications under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited or the Codes on Takeovers and Mergers and Share Buy-backs, the Company will comply with all relevant requirements as and when applicable. The Company will make further announcement to provide the holders of H shares of the Company with further information of the mode of implementation of the Protective Measures as and when appropriate.

EXTRAORDINARY GENERAL MEETING

The above proposals, including the application for the NEEQ Delisting and the proposed Protective Measures, will be subject to shareholders' approval by way of special resolution at the EGM to be held on Monday, 6 January 2020.

Reference is made to the notice of the EGM and the overseas regulatory announcements of the Company in relation to the above proposals all dated 21 November 2019. A circular, containing among other things, details of the above proposals will be dispatched to the shareholders in due course.

Shareholders and potential investors of the Company should be aware that the Proposed STAR Market Listing and the NEEQ Delisting may or may not proceed. Shareholders and/or potential investors of the Company are advised to exercise caution in dealing in the securities of the Company.

By order of the Board of

Shanghai Junshi Biosciences Co., Ltd.*

Mr. Xiong Jun

Chairman

Shanghai, the PRC, 21 November 2019

As at the date of this announcement, the board of directors of the Company comprises Mr. Xiong Jun, Dr. Li Ning, Dr. Feng Hui, Mr. Zhang Zhuobing, Dr. Wu Hai and Dr. Yao Sheng as executive Directors; Mr. Tang Yi, Mr. Li Cong, Mr. Yi Qingqing and Mr. Lin Lijun as non-executive Directors; and Dr. Chen Lieping, Dr. He Jia, Mr. Chen Xinjun, Mr. Qian Zhi and Dr. Roy Steven Herbst as independent non-executive Directors.

• For identification purpose only

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